Lisa A. Sanfilippo
About Lisa A. Sanfilippo
Independent director? No—Lisa A. Sanfilippo is a Class A Director and a member of the controlling family; the board has determined only the three Common Stock Directors are independent (Forbes Lieberman, Romero, Taaffe). Age 61; JBSS director since April 2021. Prior JBSS roles include Director of Business Development & Innovation Trends (2011–2017), Senior Business Manager—Alternative Channels (2009–2011), Director of Customer Service (2007–2009), and Senior Business Manager—Industrial Sales (1991–2007). External roles include former Co-Director, The Global Society for Female Entrepreneurs (Beverly Hills, CA) and founder/co-owner, Acceptance Recovery Center (Scottsdale, AZ). She is sister to JBSS CEO and COO and other directors, and cousin to two other directors, indicating significant family interlocks .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John B. Sanfilippo & Son, Inc. | Director | Apr 2021–present | Class A Director (family), not listed on board committees |
| JBSS | Director of Business Development & Innovation Trends | 2011–2017 | Product and innovation oversight |
| JBSS | Senior Business Manager—Alternative Channels | 2009–2011 | Channel expansion strategy |
| JBSS | Director of Customer Service | 2007–2009 | Customer service operations |
| JBSS | Senior Business Manager—Industrial Sales | 1991–2007 | Commercial sales leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Global Society for Female Entrepreneurs | Co-Director (former) | Not disclosed | Leadership experience outside JBSS |
| Acceptance Recovery Center (Scottsdale, AZ) | Founder & Co-Owner (former) | Not disclosed | Entrepreneurial experience |
| Public company boards | — | — | No other public company directorships disclosed |
Board Governance
- Committee assignments: JBSS Audit, Compensation & Human Resources, and Nominating & Governance Committees are comprised entirely of independent Common Stock Directors; Lisa is not a member of these committees .
- Independence: Board determined only Forbes Lieberman, Romero, and Taaffe meet Nasdaq independence; Class A directors (including Lisa) are not independent in JBSS’s framework .
- Attendance: Board held 7 meetings in FY2025; each director attended at least 85% of board and committee meetings; all directors attended the 2024 AGM .
- Leadership and oversight: Combined Chair/CEO role (CEO Jeffrey T. Sanfilippo) with a Lead Independent Director (Ellen Taaffe) reappointed for a two-year term in Oct 2024; independent committees hold regular executive sessions .
- Controlled company: JBSS qualifies as a controlled company under Nasdaq rules due to Sanfilippo and Valentine family voting arrangements; notwithstanding, all key committees remain fully independent .
- Risk oversight: Audit Committee oversight includes related-party transactions, cybersecurity/AI, anti-pledging policy; independent directors lead risk oversight .
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Annual Board cash retainer | $76,500 | $79,000 |
| Committee membership fees | $0 (not a committee member) | $0 (not a committee member) |
| Committee chair fees | $0 | $0 |
| Lead independent director fee | $0 | $0 |
| Total cash fees earned | $76,500 | $79,000 |
| Equity (Director RSUs) | FY2024 | FY2025 |
|---|---|---|
| Stock awards (grant-date fair value) | $91,364 | $100,933 |
| RSUs granted (units) | 1,004 (grant 11/16/2023) | 1,268 (grant 11/20/2024) |
| Total director compensation | $167,864 | $179,933 |
Notes: The director program sets an annual equity grant (RSUs) for Outside Directors; cash retainers were increased to $79,000 beginning FY2025; RSU annual grant increased to $104,000 with Board approval in Oct 2024 .
Performance Compensation
| Element | FY2024 | FY2025 |
|---|---|---|
| Performance-based equity (PSUs) for directors | None disclosed for directors (RSUs only; time-vested) | None disclosed for directors (RSUs only; time-vested) |
RSU grant and vesting schedule (director):
| Grant Date | Instrument | Units | Grant Value | Vesting |
|---|---|---|---|---|
| 11/16/2023 | RSU | 1,004 | $94,000 (program level; $91,364 fair value reported) | Vested 10/30/2024 (paid or deferred per plan) |
| 11/20/2024 | RSU | 1,268 | $104,000 (program level; $100,933 fair value reported) | Scheduled to vest 10/29/2025 (payable or deferrable) |
Other Directorships & Interlocks
- Family interlocks: Lisa is sister to CEO Jeffrey T. Sanfilippo and COO Jasper B. Sanfilippo, Jr., and to directors James J. and John E. Sanfilippo; cousin to directors Michael J. and James A. Valentine—concentrated family representation across the Board .
- Public company boards: None disclosed for Lisa .
Expertise & Qualifications
- Marketing and product development experience; deep industry tenure at JBSS; strategic experience in alternative channels and long-range planning .
Equity Ownership
| Holding Category | Quantity | Notes |
|---|---|---|
| Class A Stock (total beneficial) | 149,134 | Direct + trusts (see breakdown) |
| Common Stock (total beneficial) | 4,772 | Includes 1,268 RSUs within 60 days of record date |
| RSUs (director; within 60 days) | 1,268 | Convertible to Common |
| Direct Class A shares | 4,232 | Held directly |
| Lisa A. Sanfilippo Family Trust (Class A) | 62,121 | Trustee |
| Lisa A. Evon Irrevocable Trust (Class A) | 50,172 | Trustee |
| Lisa Ann Sanfilippo Trust (Class A) | 32,609 | Trustee |
| Direct Common shares | 1,004 | Held directly |
| Trustee Common (four GC trusts) | 2,500 | 517 + 722 + 516 + 745 |
| Ownership % of Class A | 5.7% | Table of beneficial owners |
| Voting power on non-director matters | 4.3% | Weighted voting structure |
- Pledging/Hedging: Company Anti-Pledging and Anti-Hedging policies apply to directors; no director has directly pledged shares. Some family trusts (e.g., GST Trust) have pledged shares, but Lisa’s trusts are not listed among the pledged accounts; Audit Committee reviews pledging quarterly and notes mitigating liquidity in pledged trusts .
- Stock ownership guidelines: Outside Directors must hold the lesser of 10,500 Eligible Shares or 4× annual cash retainer; company states all directors have met or are on track to meet requirements .
Insider Trades
| Date | Filing | Transaction | Detail |
|---|---|---|---|
| 2025-07-25 | Form 4 | Trust distribution | “Transfer represents a distribution from the Sanfilippo Family GST Trust Dtd 5/10/17 for no consideration” (Lisa A. Sanfilippo) |
| FY2025 | Section 16 | Late Form 4 noted | Company disclosed one late Form 4 for Lisa related to a sale under a 10b5-1 plan; subsequently reported on Form 5 within 45 days after fiscal year-end |
Governance Assessment
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Strengths
- Independent oversight concentrated in key committees (Audit, Compensation & HR, Nominating & Governance) with regular executive sessions; active Lead Independent Director role .
- Robust policies: Anti-hedging, Anti-pledging (direct), stock ownership guidelines; formal RPT Policy with Audit Committee or special committee review; quarterly cybersecurity/AI oversight .
- Shareholder engagement and stable say-on-pay support (~98.5% in 2024) .
-
Risks / Red flags
- Significant family control and interlocks (six Class A family directors), creating potential conflicts in strategy, succession, and related-party decisions; Lisa’s extensive family ties highlight this concentration .
- Related-party exposure persists (e.g., Selma facility lease with related entity partially owned by Sanfilippo-affiliated vehicle); although reviewed and priced with appraisals, it remains an RPT .
- Section 16 compliance issue (late Form 4 for Lisa, despite corrective filing) underscores monitoring need, though remedied promptly .
-
Implications for investor confidence
- The independent committee structure and explicit RPT controls are positives, yet the breadth of family representation and trust holdings necessitate continued scrutiny of RPT approvals, pledging oversight, and director independence in practice. Lisa’s board engagement (attendance >85%) and long JBSS operating background add domain expertise but do not mitigate independence concerns .
Related Party Transactions & Conflicts
- Selma, TX facility lease: Paid $1,363,486 in FY2025 to Selma Investments, LLC (members include Sanfilippo-affiliated entities); options include purchase right and ROFR; lease terms adjusted via CPI. Approved via special committee process; monitored under RPT Policy .
- Compensation arrangements for related persons: Audit/Comp committees reviewed compensation for James A. Valentine (Senior Technical Advisor) and a relative in procurement; RPT Policy used .
- Lisa’s trusts: Identified as trustee/beneficiary in multiple family trusts holding JBSS shares, reinforcing related-party proximity; Lisa’s trusts are not cited as pledged in the proxy detail (pledges noted for other family trusts) .
Director Compensation Mix and Trends
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash vs Equity mix (Lisa) | $76.5k cash / $91.4k equity (45%/55%) | $79.0k cash / $100.9k equity (44%/56%) |
| Program changes | Cash retainer increased to $79k; equity grant increased to $94k | Equity grant increased to $104k; structure unchanged (RSUs) |
No options, PSUs, or meeting fees disclosed for directors; RSUs vest on a one-year schedule tied to the Board Year; deferral permitted after service .
Say-on-Pay & Shareholder Feedback
- FY2024 advisory vote support ~98.5% (33,246,429 For; 505,419 Against; 10,204 Abstain) .
- Program highlights emphasize pay-for-performance for executives; independent consultant (Pearl Meyer) used; clawbacks in place .
Equity Ownership & Alignment
- Lisa’s direct and trust holdings in Class A Stock provide substantial voting influence (Class A shares carry 10 votes per share on non-director matters) and indicate strong “skin in the game,” though family trust governance and potential pledging by other family trusts requires continued Audit Committee oversight .
Summary of Committee Structure (for context)
| Committee | Members | Chair | Meetings FY2025 |
|---|---|---|---|
| Audit | Forbes Lieberman, Romero, Taaffe | Forbes Lieberman | 5 |
| Compensation & HR | Taaffe, Forbes Lieberman, Romero | Taaffe | 7 |
| Nominating & Governance | Romero, Taaffe, Forbes Lieberman | Romero | 5 |
Committees comprised exclusively of independent directors; Lisa is not a member .
Conclusion
Lisa A. Sanfilippo brings deep JBSS industry and product experience and strong attendance, but is a non-independent Class A family director with extensive familial interlocks. Her director pay is predominantly fixed cash and time-based RSUs, with substantial personal/trust equity aligning economic interests. Governance mitigants (independent committees, RPT and pledging policies, lead independent director) are robust, yet continued monitoring of related-party transactions and Section 16 compliance is warranted for investor confidence .